Pets at Home Group plc (the "Group")
DIVISION OF RESPONSIBILITIES BETWEEN THE INTERIM EXECUTIVE CHAIR AND SENIOR INDEPENDENT DIRECTOR
1. BACKGROUND
1.1 This document sets out the division of responsibilities between the roles of the Interim Executive Chair and Senior Independent Director. The roles and responsibilities of the board of directors (the "Board" or the "Directors", and each being a "Director") and its Committees are set out in the terms of reference of each Committee and the Board reserved matters.
1.2 Only the Board may change any of these provisions.
1.3 In this document "Group" means the Company and its direct and indirect subsidiaries and references to "colleagues" include employees and directors of any member of the Group.
1. ROLE OF THE INTERIM EXECUTIVE CHAIR
The Interim Executive Chair reports to the Board directly and is responsible for the leadership and overall effectiveness of the Board and all executive management matters of the Group. The Interim Executive Chair's role includes:
1.1 chairing Board meetings and general meetings;
1.2 shaping the culture in the boardroom;
1.3 leading the Board's periodic review of the Group's culture and its alignment with purpose and values;
1.4 encouraging all Directors to engage in Board and Committee meetings by drawing on their skills, experience and knowledge;
1.5 fostering relationships based on trust, mutual respect and open communication – both in and outside the boardroom – between Non-Executive Directors and the Executive Committee;
1.6 providing guidance and mentoring to new Directors as appropriate;
1.7 leading a formal and rigorous annual review of the performance of the Board, its Committees and Directors, with support from the Senior Independent Director as appropriate, and acting on the results; and
1.8 commissioning regular externally facilitated board performance reviews and acting on the results of the review by recognising the strengths and addressing any weaknesses of the Board.
2. THE INTERIM EXECUTIVE CHAIR’S RESPONSIBILITIES
The Interim Executive Chair's responsibilities are to:
2.1 oversee the Executive Committee's management of the Group on a day-to-day basis within the authority delegated by the Board, in particular, to pursue the Group’s commercial objectives and execute and deliver Group strategy, as approved by the Board, and to provide periodic updates to the Board accordingly;
2.2 with the support of the CFO, develop and propose Group strategy, annual budget and business plans and commercial objectives (such as major investments or divestments) to the Board, having regard to the Company’s responsibilities to its shareholders and the Group’s responsibilities to, and interests of, its suppliers, clients, customers, colleagues and other stakeholders;
2.3 with the support of the CFO, review capital expenditure proposals in line with capital expenditure approval criteria and procedures;
2.4 with the support of the CFO, lead the presentation of strategy and financial results to analysts, investors and potential investors;
2.5 ensure that the Group complies with legal and regulatory responsibilities;
2.6 ensure the Board knows the views of the Executive Committee on business issues in order to improve the standard of discussion in the boardroom and, prior to a final decision on an issue, explain in a balanced way any divergence of view;
2.7 set an example to the Group’s workforce, to communicate to them the expectations in respect of the Group’s culture, and to ensure that operational policies and practices drive appropriate behaviour;
2.8 make certain that appropriate standards of governance permeate through all parts of the organisation;
2.9 ensure the Board is made aware of views gathered via engagement between management and the workforce;
2.10 identify and execute strategic opportunities for the Group;
2.11 manage and regularly review the Group’s risk profile, with the CFO, in line with the extent of risk identified as acceptable by the Board and to ensure that appropriate internal controls are in place;
2.12 review regularly the Group’s operational performance and strategic direction;
2.13 ensure, with the Executive Committee, that Board decisions are implemented effectively and that significant decisions made by the Executive Committee are communicated to the Board in line with authority proposals;
2.14 ensure that management fulfils its obligation to provide Directors with (i) accurate, timely and clear information in a form and of a quality and comprehensiveness that will enable it to discharge its duties; (ii) the necessary resources for developing and updating their knowledge and capabilities; and (iii) appropriate knowledge of the Company, including access to Company operations and members of the workforce;
2.15 make recommendations on remuneration policies, executive remuneration and terms of employment for the Executive Committee and Company Secretary;
2.16 advise and make recommendations in respect of Board nominations and succession planning and ensure that the Company and Group develop strategies and make plans for the succession and replacement of key personnel;
2.17 ensure, with the support of the Company Secretary, that the Executive Committee complies with the terms on which matters are delegated by the Board, and the terms of reference of Committees of the Board, and to ensure matters outside the authority of the Executive Committee are escalated to the Board;
2.18 ensure that the development needs of the Board, Executive Committee and Company Secretary are identified and met;
2.19 ensure effective communication with shareholders and that appropriate, timely and accurate information is disclosed to the market, with issues escalated promptly to the Board where appropriate;
2.20 ensure, with the support of the CFO, that management information systems accurately reflect trading performance and provide appropriate management information;
2.21 ensure there is adequate time available for discussion of all agenda items, in particular strategic issues, and that debate is not truncated;
2.22 ensure there is a timely flow of accurate, high-quality and clear information, and to oversee the Company Secretary’s responsibilities for ensuring good information flows within the Board and its Committees and between the Executive Committee, Company Secretary and Non-Executive Directors;
2.23 ensure the Board determines the nature, and extent, of the significant risks the Company is willing to embrace in the implementation of its strategy;
2.24 ensure all Directors are aware of and able to discharge their statutory duties;
2.25 ensure the Board listens to the views of shareholders, the workforce, customers and other key stakeholders;
2.26 ensure all Directors continually update their skills, knowledge and familiarity with the Company to fulfil their role both on the Board and Committees;
2.27 with the support of the Company Secretary, review regularly and agree the development and ongoing training needs of individual Directors and the Board as a whole;
2.28 ensure the Board gets the most from an externally-facilitated board performance review and that it is not approached as a compliance exercise;
2.29 ensure all Directors attend the AGM and the chairs of the Audit, Remuneration and Nomination Committees are available to answer questions at the AGM; and
2.30 with the assistance of the Company Secretary, promote high standards of corporate governance and compliance with the UK Corporate Governance Code (or where compliance with the UK Corporate Governance Code is not possible, ensure the reasons are fully understood and explained to stakeholders).
3. THE ROLE OF THE SENIOR INDEPENDENT DIRECTOR
The Senior Independent Director should act as a sounding board for the Interim Executive Chair, providing support in the delivery of the Interim Executive Chair's objectives.
4. THE SENIOR INDEPENDENT DIRECTORS' RESPONSIBILITIES
The Senior Independent Director should:
4.1 act as an intermediary for the other Directors and shareholders and ensure shareholders’ views are communicated to the Board as a whole so that all Directors develop a clear understanding of their views;
4.2 ensure there is effective communication by the Group with its workforce and other stakeholders, including discussing governance, remuneration and performance against the strategy with major shareholders, and that their views are conveyed to the Board as whole;
4.3 lead a meeting of the Non-Executive Directors, without the Interim Executive Chair present, at least annually, to appraise the Interim Executive Chair's performance, and on other occasions as necessary;
4.4 lead the performance review of the Interim Executive Chair on behalf of the other Directors;
4.5 be available to shareholders if they have concerns that contact through the normal channels of the Interim Executive Chair or other Executive Directors has failed to resolve or for which such contact is inappropriate;
4.6 attend sufficient meetings with major shareholders and financial analysts to obtain a balanced understanding of the issues and concerns of such shareholders;
4.7 be responsible for an orderly succession process for the appointment of a new Chief Executive Officer, working closely with the other members of the Nomination Committee;
4.8 ensure there is a culture of openness and debate, in particular by facilitating the effective contribution of Non-Executive Directors, and ensuring constructive relations between Executive Directors, Non-Executive Directors and the Interim Executive Chair;
4.9 ensure the Committees of the Board are properly structured with appropriate terms of reference, which should be published on the Company's website, and that Committee membership is periodically refreshed;
4.10 ensure meetings are held with the Non-Executive Directors before or after every Board meeting, without the Executive Directors or Executive Committee present;
4.11 set an agenda for the Board, with the assistance of the Company Secretary, primarily focused on strategy, performance, value creation, culture, stakeholders and accountability, and ensure that issues relevant to these areas are reserved for Board decision;
4.12 ensure that individual independent Non-Executive Directors are not over-burdened when deciding the chairs and membership of Committees;
4.13 maintain a dialogue with the Interim Executive Chair and the Board on important and strategic issues facing the Group; and
4.14 assist in the maintenance of the stability of the Board and Group, particularly during periods of stress. This will involve working with the Interim Executive Chair, Directors and shareholders to resolve significant issues, for example:
4.14.1 where the shareholders or Non-Executive Directors have expressed concerns that are not being addressed by the Interim Executive Chair;
4.14.2 where the strategy being followed by the Interim Executive Chair is not supported unanimously by the Board;
4.14.3 where decisions are being made without the approval of the full Board; or
4.14.4 during the period for appointing a permanent CEO, which should be within a timeframe agreed by the Board.
Approved by the Board on 19 September 2025.